1. Board resolution date: 115/07/03 2. Purpose of share buyback: Transfer shares to employees 3. Type of shares to be bought back: Common shares 4. Maximum total amount for buyback (NT$): 311,512,564 5. Scheduled buyback period: 115/07/06 ~ 115/09/03 6. Scheduled number of shares to be bought back: 2,000,000 7. Buyback price range (NT$): 10.60 ~ 24.85; if the company's stock price falls below the lower limit, buybacks will continue 8. Buyback method: Purchased from the centralized trading market 9. Percentage of scheduled buyback shares to total issued shares (%): 2 10. Accumulated number of company shares held at time of filing (shares): 0 11. Share buyback history within the past five years prior to filing: No buybacks 12. Previously declared but not fully executed buybacks: To balance market mechanisms and employee subscription willingness 13. Board resolution record on share buyback: The company's board of directors resolved on July 3, 115, to buy back 2,000,000 common shares of the company pursuant to the 'Regulations for Public Companies Buying Back Their Own Shares,' aiming to incentivize employees and enhance employee loyalty, with the shares to be transferred to employees for subscription. 14. Transfer method under Article 10 of the 'Regulations for Public Companies Buying Back Their Own Shares': Taroko Industrial Co., Ltd. Share Transfer to Employees Regulations (Revised March 25, 110; Revised May 11, 112)
Article 1 Purpose To incentivize employees and enhance employee loyalty, these regulations are established in accordance with Article 28-2, Paragraph 1, Item 1 of the Securities and Exchange Act and the 'Regulations for Public Companies Buying Back Their Own Shares' issued by the Financial Supervisory Commission. The transfer of repurchased shares to employees shall be conducted in accordance with relevant laws and these regulations.
Article 2 Types of Shares Transferred, Rights, and Restrictions The shares transferred to employees are common shares. Except as otherwise stipulated by law or these regulations, their rights and obligations are identical to other outstanding common shares.
Article 3 Transfer Period The repurchased shares may be transferred to employees, either in one or multiple tranches, within five years from the date of repurchase. Any untransferred shares after this period shall be deemed unissued and subject to cancellation registration as required by law.
Article 4 Eligibility of Recipients Employees who have been employed for at least six months before the subscription benchmark date and are still employed, or those with special contributions approved by the board, are eligible to subscribe according to the subscription amounts specified in Article 5. The term 'employees' includes full-time employees of the company and its subsidiaries (including overseas subsidiaries) where the company directly or indirectly holds more than 50% of voting shares. However, employees who resign or go on leave of absence between the subscription benchmark date and the final payment deadline will lose their subscription eligibility.
Article 5 Number of Shares Employees May Subscribe The number of shares employees may subscribe is determined based on job level, years of service, performance evaluation, and contribution, while also considering the total number of repurchased shares held by the company at the subscription benchmark date and the per-employee subscription cap. Details are as follows: 1. The subscription benchmark date, payment period, and related matters for each transfer shall be determined and announced by the chairman authorized by the board. 2. Employees who fail to subscribe and pay within the payment period will forfeit their rights. Remaining unsubscribed shares may be offered to other employees by the chairman.
Article 6 Procedures for Transferring Repurchased Shares to Employees: 1. Announce, file, and execute the share buyback within the designated period per board resolution. 2. The board shall determine and announce the subscription benchmark date, subscription criteria, payment period, rights, and restrictions. 3. Aggregate the actual number of subscribed shares and complete share transfer registration.
Article 7 Transfer Price per Share The transfer price to employees shall be the actual average purchase price. However, if the company's issued common shares increase or decrease before transfer, the price may be adjusted proportionally (rounded to two decimal places).
Adjustment formula: Adjusted transfer price = Average actual purchase price per share × Total number of common shares after buyback completion ÷ Total number of common shares before transfer to employees
Article 8 Other Rights and Obligations After transfer and registration, the rights and obligations of the transferred shares are the same as existing shares unless otherwise specified. Shares transferred to employees are restricted from resale for one year under Article 167-3 of the Company Act.
Article 9 Transfer of treasury shares to subscribing employees shall only proceed after payment of applicable taxes.
Article 10 These regulations take effect upon board approval and may be revised by board resolution.
Article 11 These regulations shall be reported to the shareholders' meeting, and any revisions shall also be reported.
15. Conversion or subscription method under Article 11 of the 'Regulations for Public Companies Buying Back Their Own Shares': Not applicable
16. Board statement on financial condition and capital maintenance: The board states that the total number of shares to be bought back represents only 2% of the company's issued shares, and the maximum buyback amount accounts for only 2.62% of the company's current assets, which will not affect the company's financial condition or capital maintenance, and a formal statement has been issued.
17. Auditor or securities underwriter's assessment on the reasonableness of the buyback price: The auditor considers the proposed buyback price range for Taroko's common shares to be reasonable, and the buyback will not have a significant impact on Taroko's financial structure, book value per share, earnings per share, return on equity, quick ratio, current ratio, or cash flow status.
18. Other matters required by the Securities and Futures Bureau: None
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- Source: PR Times
- Category: News
- Dates in source: 115/07/03 / 115/07/06